May 15, 2019 / 10:29 PM / a year ago

UPDATE 1-XPO investors back exec pay, reject call for independent chair

(Adds company comment on vote outcome)

LOS ANGELES, May 15 (Reuters) - XPO Logistics Inc on Wednesday said investors ratified the company's executive compensation plan and rejected shareholder proposals calling for an independent board chair and sexual harassment prevention policies.

Connecticut-based XPO has twice lowered its 2019 profit forecast as it struggles to replace lost revenue, and is trying to contain investor concern over costly executive compensation. Shares have fallen by half in the last eight months.

It is also managing the fallout from media reports about its alleged mistreatment of workers, including sexual harassment and discrimination against pregnant employees. XPO has said it reviewed the allegations and found them to be unsubstantiated and untrue.

An XPO spokesman said investors approved executive compensation with "overwhelming" support and that they also voted against the shareholder proposals, as the board recommended. It did not provide details.

XPO shares gained 1 percent to $58.36, about half the all-time high of $116.26 hit in September.

Influential shareholder advisory firms Institutional Shareholder Services (ISS) and Glass Lewis had recommended that investors vote against ratifying compensation for named XPO executives under non-binding "say on pay" rules.

Jacobs, XPO's CEO, received total compensation of $13.3 million in 2018, $1.4 million in 2017 and almost $22 million in 2016. He received a large equity grant while a previous award was still vesting, ISS wrote in a report.

"Given that the company granted the most recent award more than a year before the vesting period for the prior grant was over, investors may question the lack of a firm commitment not to make additional rewards," ISS said.

ISS and Glass Lewis also recommended that shareholders back a proposal that would have required an independent board chair.

The company is looking to replace $600 million in lost revenue from its top customer, identified by current and former XPO employees as Inc. That customer moved two-thirds of the business it had with XPO in-house, XPO said.

Hedge fund Spruce Point Capital Management, which has taken a short position in XPO, in December accused the company of hiding losses through aggressive accounting and criticized its use of acquisitions for growth.

XPO called the Spruce Point report "intentionally misleading, with significant inaccuracies" - a view shared by some Wall Street analysts.

ISS and Glass Lewis split on a resolution from the Service Employees International Union Pension Plans Master Trust, which called for the board to strengthen XPO's workplace sexual harassment prevention efforts. (Reporting by Lisa Baertlein in Los Angeles Editing by Bill Rigby and Tom Brown)

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